ENCON Private Placement

IMPORTANT NOTICE
This Private Placement Memorandum and the securities which it offers are directed solely to selected investors to whom they have
been addressed and not to any person other than such selected investors or to the general public. Every selected investor to whom
this has been addressed is expected to independently scrutinize the information contained in this document and evaluate the
securities which it offers. If potential investors are in any doubt about the contents of this Private Placement Memorandum or the
action to take, they are advised to consult their professional adviser(s) for guidance. The Directors of ENERGY COMPANY NIGERIA
LIMITED individually and collectively accept responsibility for the accuracy of the information contained therein.
(Confidential)
Private Placement Memorandum
Meant For Addressees Only
RC. 351374
ENERGY COMPANY NIGERIA LIMITED.

Private Placement
of
3,333,333,334
Ordinary Shares of 50 kobo each
at
N18.00 per share
APPLICATION LIST OPENS MAY 14, 2008

APPLICATION LIST CLOSES JUNE 04, 2008
Issuing House:
This Private Placement Memorandum contains confidential information about ENERGY COMPANY NIGERIA LIMITED in connection
with the Private Placement of 3,333,333,334 Ordinary Shares of 50 Kobo each (The shares) at N18.00 per share (The Placement)
in ENERGY COMPANY NIGERIA LIMITED (The Company) for the purpose of giving information to prospective investors in respect of
the Placement described therein. The Placement shall be further described as the ENCON Placement
ENCON PRIVATE PLACEMENT

IMPORTANT NOTICE
This Private Placement Memorandum and the securities which it offers are directed solely to selected investors to whom they have
been addressed and not to any person other than such selected investors or to the general public. Every selected investor to whom
this has been addressed is expected to independently scrutinize the information contained in this document and evaluate the
securities which it offers. If potential investors are in any doubt about the contents of this Private Placement Memorandum or the
action to take, they are advised to consult their professional adviser(s) for guidance. The Directors of ENERGY COMPANY NIGERIA
LIMITED individually and collectively accept responsibility for the accuracy of the information contained therein.
(Confidential)
Private Placement Memorandum
Meant For Addressees Only
RC. 351374

Private Placement
of
3,333,333,334
Ordinary Shares of 50 kobo each
at
N18.00 per share
APPLICATION LIST OPENS MAY 14, 2008

APPLICATION LIST CLOSES JUNE 04, 2008
Issuing House:
This Private Placement Memorandum contains confidential information about ENERGY COMPANY NIGERIA LIMITED in connection
with the Private Placement of 3,333,333,334 Ordinary Shares of 50 Kobo each (The shares) at N18.00 per share (The Placement)
in ENERGY COMPANY NIGERIA LIMITED (The Company) for the purpose of giving information to prospective investors in respect of
the Placement described therein. The Placement shall be further described as the ENCON Placement

TABLE OF CONTENT
1.0 IMPORTANT NOTICE .................................................................................................................... 2
2.0 KEY TERMS AND ABBREVIATIONS .............................................................................................. 3
3.0 INDICATIVE TIMETABLE .............................................................................................................. 4
4.0 CORPORATE DIRECTORY ............................................................................................................. 5
5.0 SUMMARY OF THE PRIVATE PLACEMENT .................................................................................... 6
6.0 DIRECTORS AND OTHER PARTIES TO THE PRIVATE PLACEMENT............................................ 10
7.0 THE CHAIRMANS LETTER .......................................................................................................... 13

1. Outlook of the Nigerian Economy...................................................................................................... 13
2. The Power Sector....................................................................... 14
3. Overview of the Power Sector in Nigeria ............................................................................................ 15
4. Energy Company Nigeria Limited. ..................................................................................................... 16
5. Purpose of the Placement ................................................................................................................ 22
6. Board of Directors ........................................................................................................................... 23
7. Management Team ......................................................................................................................... 25
8. Research & Development ................................................................................................................ 29
9. Corporate Governance ..................................................................................................................... 29
10. Risks and Mitigants ......................................................................................................................... 29
11. Business Strategy and Future Plans ................................................................................................... 30
8.0 FINANCIAL FORECAST ............................................................................................................... 31
1. Letter from the Reporting Accountants .............................................................................................. 31
2. Profit Forecast for the years ending 31 December 2008, 2009, 2010, 2011, 2012 ................................. 32
3. Bases and Assumptions to the Forecast ............................................................................................. 33
4. Letter from the Issuing House .......................................................................................................... 35
9.0 THREE-YEAR FINANCIAL SUMMARY.......................................................................................... 36
1. Letter from the Reporting Accountants .............................................................................................. 36
2. Statement of Significant Accounting Policies ...................................................................................... 37
3. Adjusted Balance Sheets .................................................................................................................. 38
4. Adjusted Profit and Loss Accounts .................................................................................................... 39
5. Adjusted Cash flow Statements ........................................................................................................ 40
6. Notes to the Financial Statements ..................................................................................................... 41
10.0 STATUTORY AND GENERAL INFORMATION .............................................................................. 45

1. Incorporation and Share Capital History ............................................................................................ 45
2. Shareholding Structure .................................................................................................................... 45
3. Directors Beneficial Interests ........................................................................................................... 45
4. Subsidiaries and Associated Companies ............................................................................................. 46
5. Extracts from the Memorandum and Articles of Association ................................................................. 46
6. Claims and Litigation ....................................................................................................................... 48
7. Indebtedness .................................................................................................................................. 48
8. Costs and Expenses ......................................................................................................................... 48
9. Declarations ................................................................................................................................... 48
10. Material Contracts ........................................................................................................................... 49
11. Relationship between the Issuer and the Issuing House/Other Advisers ................................................ 49
12. Consents ........................................................................................................................................ 49
13. Documents Available for Inspection .................................................................................................. 50
11.0 PROCEDURE FOR APPLICATION AND ALLOTMENT ................................................................... 51

12.0 ADRRESSES OF THE ISSUING HOUSE AND PLACEMENT AGENTS ............................................ 52
13.0 APPLICATION FORM .................................................................................................................. 53
14.0 INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM ................................................. 54

1
1.0 IMPORTANT NOTICE
This Private Placement Memorandum contains confidential information about ENERGY COMPANY NIGERIA
LIMITED and is intended mainly for the purpose of giving information to the select list of prospective
investors to whom it is addressed. This document is not a prospectus and does not constitute an offer or an
invitation to the public to subscribe to the securities presented herein. Subscription to the shares being
offered may only be made by the prospective investors to whom investment letters have been addressed for
the purpose of making an investment decision in accordance with the terms and conditions contained therein.
The information contained herein may not be reproduced or used by anyone in any circumstance not
authorised or in connection with an offer or solicitation other than the select group of investors to whom
Placement Letters are addressed. Each of the prospective investors, to whom the Placement Letter is
addressed, should make his/her own independent evaluation and determine the amount of investment in the
ordinary shares he/she would like to make on the basis of such evaluation.
The Directors of the Company individually and collectively accept full responsibility for the accuracy of the
information contained therein and have taken all reasonable care to ensure that information contained herein
are, to the best of their knowledge and belief, true and accurate in all material respects and that there are no
other facts, the omission of which would make statement herein whether of fact or opinion misleading or
untrue.
Additional information, may be obtained through Meristem Securities Limiteds registered office at 124,
Norman Williams Street, South-West Ikoyi, Lagos, Nigeria on any business day during the Placement period,
provided the Issuing House possesses such information or can acquire it without unreasonable effort or
expense.
No application has been made or is required to be made to the Securities and Exchange Commission for the
clearance of the Private Placement Memorandum or the registration of the securities listed herein. No
application has been made or is required to be made to the Council of the Nigerian Stock Exchange for the
admission of the shares being offered herein by way of private placement or for the existing issued share
capital of ENCON.
None of ENCON, Meristem Securities Limited or their officers commits itself to providing potential investors
with any other information, update or corrections to this Private Placement Memorandum or any information
contained herein.
The receipt of this Private Placement Memorandum or any other information contained in it or supplied with it
does not constitute investment advice from Meristem Securities Limited to Potential Investors. Each Potential
Investor should make its own independent assessment of the merit or otherwise of applying for the securities
offered herein and should obtain its own professional advice.
ENCON PRIVATE PLACEMENT 2

2.0 KEY TERMS AND ABBREVIATIONS
CAC Corporate Affairs Commission
Directors The Directors of ENCON
DPS Dividend Per Share, amount of the dividend apportioned

to each outstanding 50 kobo share of ENCON
EBITDA Earnings before Interest, Taxation, Depreciation and

Amortisation
ENCON or the Issuer or the Company Energy Company Nigeria Limited
EPS Earning per Share, profit apportioned to each

outstanding 50 kobo share of ENCON
FGN Federal Government of Nigeria
ISA Investments & Securities Act 2007
IPP Independent Power Providers
Meristem or Issuing House Meristem Securities Limited
MW Mega Watt
NEPA National Electric Power Authority
NELMCO Nigerian Electricity Liability Management Company
NERC Nigerian Electricity Regulatory Commission
NIPP National Integrated Power Projects
NSE or The Exchange The Nigerian Stock Exchange
Pari Passu Equally
Parties Professionals engaged, whose roles will ensure the success

of the Private Placement
PHCN Power Holding Company of Nigeria
Placement Agents Stockbroking firms authorised to receive applications

Forms/monies from investors in respect of the Placement
Placement Memo The Private Placement Memorandum issued in respect of the

Private Placement
Registrars Meristem Registrars Limited
SEC or the Commission Securities and Exchange Commission
The Placement Private Placement of 3,333,333,334 ordinary shares of 50

Kobo each at N18.00 per share
TPS Thermal Power Station

3.0 INDICATIVE TIMETABLE
DATE ACTIVITY RESPONSIBILITY
14/05/08 Application list opens Meristem
04/06/08 Application list closes Meristem
11/06/08 Placement agents make returns Meristem
18/06/08 Allotment proposal prepared Registrars
25/06/08 Obtain Board approval for allotment Meristem/ENCON
26/06/08 Disburse net proceeds to ENCON Meristem/ Receiving Bankers
01/07/08 Return surplus/rejected application Registrars
11/07/08 Dispatch share certificates Registrars

4
4.0 CORPORATE DIRECTORY
ENERGY COMPANY NIGERIA LIMITED

(A wholly owned subsidiary of Negris Holdings Limited)
All Seasons Plaza

Topaz Block (3rd Floor)
24, Lateef Jakande Road
Agidingbi, Ikeja
Lagos.
Tel: 01-8043986
Fax: 01-4922181, 2301007
Email: encon@negrisgroup.com
Website: www.negrisgroup.com
NEGRIS HOLDINGS LIMITED

Victoria House
35/37, Isheri Road
Aguda Ogba Ikeja
Lagos.
Tel: 01-4920353-6, 4921435-6
Fax: 01-4922181
Email: info@negrisgroup.com
Website: www.negrisgroup.com

5
5.0 SUMMARY OF THE PRIVATE PLACEMENT
The following should be read in conjunction with the full text of the Private Placement Memorandum, from which it was
derived.
ISSUER: Energy Company Nigeria Limited.
ISSUING HOUSE: Meristem Securities Limited
SHARE CAPITAL:
Authorised: N5,000,000,000 made up of 10,000,000,000 Ordinary Shares of 50 Kobo
each
Issued and fully paid: N2,499,958,000 made up of 4,999,916,000 Ordinary Shares of 50 Kobo each
Now being offered: N1,666,666,667.00 made up of 3,333,333,334 Ordinary Shares of 50 Kobo
each
PURPOSE: Pursuant to the license granted by the FGN to ENCON to generate and
distribute electricity natiowide, the Company has identified viable projects,
which have been subjected to stringent and thorough evaluation/selection
criteria.
ENCONs strategic intents are to strengthen its funding capacities to

effectively execute the proposed projects and to increase its market share in
the emerging power sector by cost leadership.
The net proceeds of the Private Placement (after deducting 1.5%

representing the cost of the Private Placement) will be utilized as follows:
PROPOSED PROJECTS AMOUNT PERCENTAGE ESTIMATED

OF NET COMPLETION
PROCEEDS PERIOD
Expansion of Ikorodu Power

Plant from 10MW to 150MW
using 4 X 35MW gas turbines. N 16.38 bn
($140 Mn) 27.72% 24 Months
Expansion of Ewekoro Power

Projects from 12.50MW to
45MW using 5 X8.5MW dual
fuel gas engines N 5.85 bn
($50Mn) 9.90% 24 Months
Refinancing of term loan

facility for Ikorodu Power N 585 mn
Plant Phase 1 ($5 Mn) 0.99% 1 Month
Refinancing of Unilever N 702 mn

Independent Power Project ($6 Mn)
1.19% 1 Month
Construction of 100MW (3 X
35MW) gas turbine)
Independent Power Project
for Lekki N 14.04 bn
($120 Mn) 23.76% 26 Months
Development of captive
power projects for identified
large consumers of
electricity. Oil and gas N 8.19 bn 13.86% 12-18 Months
freezone ($70 Mn)

6
SUMMARY OF THE PRIVATE PLACEMENT
Investment in Temporary N 5.35 bn 9.05% 1-12 Months

Power Production ($41 Mn)
Investment in Trading of N 5.033 bn

Power Plant equipment ($41 Mn) 8.52% 6 Months
In addition to the above, a

small portion, not more than
5% will be used to develop
other supporting
infrastructure (office building
and support facilities) N 2.97 bn
($26 Mn) 5.03% 3 Months
TOTAL N59.1 bn 100%
Other areas of interest would be FGNs privatization of PHCN

infrastructures
METHOD OF OFFER: By Private Placement
UNITS OF SALE: A minimum of 50,000 Ordinary shares and in multiples of 10,000 shares
thereafter.
PLACEMENT PRICE: N18.00 per share
PAYMENT TERMS: In full on Application.
PLACEMENT SIZE: N60,000,000,000
MARKET CAPITALISATION AT
PLACEMENT PRICE
(PRE-PLACEMENT): N89,998,488,000.00
MARKET CAPITALISATION AT
PLACEMENT PRICE
(POST- PLACEMENT): N149,998,488,000.00
UNDERWRITING: At the instance of the Company, the Placement is not underwritten.
PREFERENTIAL ALLOTMENT: The Company intends to preferentially allot a maximum of 10% of the
Placement to members of staff of the Negris Group in addition to the 30%
provisionally reserved for High Networth Individuals and Institutional
Investors who apply for preferential allotment within the first week of the
Placement. Applicants whose preferential applications are accepted are
guaranteed the number of ordinary shares applied for and will not be subject
to the allotment process.

7
SUMMARY OF THE PRIVATE PLACEMENT (Contd)
OPENING DATE: MAY 14, 2008
CLOSING DATE: JUNE 04, 2008
Financial Summary:
(Extracted from the Reporting Accountants Report)
Year Ending 31 December

2007 2006 2005
Year Ended N N N
Balance Sheet
Total Assets 3,709,079,000 2,634,886,000 4,328,006,000
Shareholders Funds 2,654,816,000 259,753,000 75,500,000
Profit & Loss Account

Turnover 726,611,000 781,225,000 659,679,000
(Loss)/Profit Before Taxation 203,707,000 154,796,000 (31,259,000)
Taxation (8,085,000) (7,679,000) (392,000)
(Loss)/Profit After Taxation 195,622,000 147,117,000 (31,651,000)
Earnings Per Share for 2007, 2006 and 2005 are 7.83kobo, 288.47kobo and (121.74) kobo respectively. Calculation of
the Earnings Per Share are based on the Issued and Paid-up capital of the company as at 31 December of the
respective financial year end.
Forecast Placement Statistics:

(Extracted from the Reporting Accountants Report)
Year Ending 31 December

2008 2009 2010 2011 2012
Year Ended N000 N000 N000 N000 N000
Gross Revenue 1,085,000 1,399,000 12,283,000 23,756,000 24,350,000
Operating Expenses (473,000) (609,000) (7,130,000) (11,608,000) (9,922,000)
EBITDA 612,000 790,000 5,153,000 12,248,000 14,428,000
Depreciation (174,000) (208,000) (1,789,000) (3,369,000) (3,369,000)
Profit Before Taxation 438,000 582,000 3,364,000 8,779,000 11,059,000
Estimated Taxation (108,000) (118,000) (382,000) (660,000) (677,000)
Profit After Taxation 330,000 464,000 2,982,000 8,119,000 10,382,000
Proposed Dividend (188,000) (275,000) (1,747,000) (3,440,000) (4,556,000)
Retained Earnings 142,000 189,000 1,235,000 4,679,000 5,826,000
Offer Statistics:
Forecast EPS (kobo) 3.96 5.57 35.78 97.42 124.59

Forecast Earnings yield at the
Placement Price 0.22% 0.31% 1.99% 5.41% 6.92%
Forecast DPS(kobo) 2.25 3.30 20.96 41.28 54.67
Forecast Dividend yield at the
Placement Price 0.13% 0.18% 1.16% 2.29% 3.04%
Forecast Price/Earnings ratio
at the Placement Price 454 323.27 50.30 18.47 14.45
*Note: Forecast Earnings Per Share are based on the proposed post placement Paid-up share capital of
8,483,333,334 Ordinary Shares of 50 kobo each.

8
SUMMARY OF THE PRIVATE PLACEMENT (Contd)
CLAIMS AND LITIGATIONS: As at the date of this Placement Memorandum, the Company was not
involved in any litigation.
STATUS: The Ordinary Shares now being issued will rank pari-pasu in every respect
with the existing shares of the Company.
QUOTATION: The Company intends to make an application to the Council of The Nigerian
Stock Exchange for the admission to its Daily Official List of the entire
outstanding shares of the Company, upon conclusion of the Placement.

6.0 DIRECTORS AND PARTIES TO THE PRIVATE PLACEMENT
Chairman Engr. (Dr.) A. Ayoola

Victoria House, 35/37 Isheri Road.
Aguda-Ogba Ikeja, Lagos.
Directors Alhaji Musa Ojeifo

Victoria House, 35/37, Isheri Road.
Chief G. T. Grant
Engr. T. I. Oji
Maj. Gen. Y. Nom (Rtd)

Mr. Wole Ayoola

Issuing House Meristem Securities Limited

124, Norman Williams Street
South West
Ikoyi
Lagos.
Solicitors to the Placement G. Elias & Co

6, Broad Street
Lagos.
Auditors BDO Oyediran Faleye Oke & Co

Elephant Cement House
ASSIBIFI Road
Central Business District
Alausa Ikeja
Lagos.
Reporting Accountants KPMG Professional Services

22A, Gerrard Road
Ikoyi
Lagos.

DIRECTORS AND PARTIES TO THE PRIVATE PLACEMENT (Contd)
Placement Agents Bancass Capital Management Limited

4th Floor, Lindev Plaza
16, Amodu Ojikutu street
Off Bishop Oluwole Street
Victoria Island
Lagos.
Calyx Securities Limited

Stock Exchange House (16th Floor)
2/4 Customs Street
Lagos.
Clearview Investments Co. Limited

NCR Building (6th Floor)
6, Broad Street
Marina
Lagos.
Cordros Capital Limited

16, Amodu Ojikutu Street
Off Bishop Oluwole Street
Victoria Island
Lagos.
Cowry Asset Management Limited

Plot 1319, Karimu Kotun Street
Victoria Island
Lagos.
Crownwealth Assets Management Limited

Safe Trust Centre,
18, Keffi Street
South-West Ikoyi
Lagos.
CSL Stockbrokers Limited

Primrose Tower
17A, Tinubu Street
Lagos.
Dynamic Portfolio Limited

Dynamic House, Penthouse and 2nd Floor
20, Campbell Street
Lagos.
Equity Capital Solutions Limited

2, Davies Street, Marina
Lagos.
Forte Asset Management Limited

58/60, Broad Street
By Kakawa Street
Lagos.
Peninsula Asset Management & Investment Co.

Limited
Radmed House (2nd Floor)
1E, Ligali Ayorinde Street
Victoria Island, Lagos.

11
DIRECTORS AND PARTIES TO THE PRIVATE PLACEMENT (Contd)
Reward Investments & Services Limited

New Africa House (10th Floor)
31, Marina
Lagos.
Standard Alliance Money Limited

9, Younis Bashorun Street,
Off Ajose Adeogun Street,
Victoria Island,
Lagos.
Unex Securities & Investment Limited

3, Biaduo Street
Off Keffi Street
South-West Ikoyi
Lagos.
Registrars Meristem Registrars Limited

305, Herbert Macaulay Road
Alagomeji, Yaba
Lagos.
Receiving Bankers Bank PHB Plc

Plot 707, Adeola Hopewell Street
Victoria Island
Lagos.
First Bank of Nigeria Plc

Samuel Asabia House
35, Marina
Lagos
First City Monument Bank Plc

Primrose Tower
17A, Tinubu Street
Lagos.
Standard Chartered Bank Limited

Plot 105B, Ajose Adeogun Street
Victoria Island
Lagos.
Zenith Bank Plc

Zenith Heights
Plot 87, Ajose Adeogun Street
Victoria Island
Lagos.

12
7.0 CHAIRMANS LETTER
Outlined below is the text of the letter received by Meristem Securities Limited from Engr. (Dr.) Abidoye Ayoola, the
Chairman of ENERGY COMPANY NIGERIA LIMITED.

May 14, 2008
The Directors
Meristem Securities Limited
124, Norman Williams Street
Ikoyi South - West
Lagos.
Dear Sirs,
ENERGY COMPANY NIGERIA LIMITEDS PRIVATE PLACEMENT OF 3,333,333,334 ORDINARY

SHARES OF 50 KOBO EACH AT N18.00 PER SHARE
On behalf of the Directors of the Company, I am N/203.33; and 2008: N/$116.73, N/231.99,
pleased to provide the following information in N/182.51) ( source CBN website), on the back of a
connection with the Private Placement of resurgent economy, high petroleum prices and sound
3,333,333,334 Ordinary Shares of the Company at fiscal discipline across all tiers of government.
N18.00 per share. Inflation has also remained stable and successfully
controlled within the respectable single digit band.
7.1 OUTLOOK OF THE NIGERIAN Latest figures reveal that year-on-year consumer
ECONOMY: price index rose by 5.4% (December, 2007).
Nigeria, the 7th largest crude oil producer in the The astronomical growth of its foreign exchange
world and 2nd largest economy in Africa, has reserves to US$59.7; (compared with US$32billion in
experienced significant and rapid economic growth 2005); the recent credit rating by Fitch and S&P of
over the last five years, from a GDP of US$58.4b in Bb, enthronement of the rule of law, and most
2003 to US$294.8b in 2007, a CAGR of 38%. Non-oil especially, the burgeoning financial sector, have all
GDP has grown by an average of 9% over the past 3 contributed significantly to making Nigeria the next
years, and is expected to continue to contribute investment haven.
significantly to overall GDP growth.
However, in spite of the promising outlook, power
Further strengthened by a relatively stable socio- supply has been a recurring problem in Nigeria.
political environment, Nigeria received a total Foreign Electricity supply has been perennially unreliable,
Direct Investment of US$9.6bn by the end of 2007 with a population estimated to be over 150 million,
rising from US$433million which was the figure in and an electricity output of less than 3,000 MW,
2003, or 26.66% of total capital flow ($36bn) to the Nigeria ranks amongst the countries with the lowest
continent in 2007. Nigeria has also experienced a electricity per capita in the world.
stable foreign exchange market over the last three
years, with Naira appreciating against other major
world currencies (2005: N/$132.30, N/266.77,

CHAIRMANS LETTER (Contd)
COUNTRY POPULATION INSTALLED WATTS

(2005) CAPACITY (MW) (PER CAPITA)
2004
UNITED STATES 298,800,637 942,178 3,153
AUSTRALIA 20,263,607 48,630 2,400
UAE 2,629,444 5,880 2,236
SINGAPORE 4,464,248 7,368 1,650
UK 60,545,458 76,187 1,258
SOUTH AFRICA 44,114,085 40,481 918
MALAYSIA 24,698,149 20,082 813
BRAZIL 201,765,543 86,505 429
EGYPT 79,917,138 17,058 213
COTE DVOIRE 17,300,000 1,200 69
GHANA 22,825,400 1,432 63
KENYA 34,000,000 17,000 58
NIGERIA 127,700,000 5,600 44
7.2 THE POWER SECTOR: Renewable Energy which effectively uses natural
resources such as sunlight, wind, rain, tides and
Electricity which is one of the most widely used geothermal heat, which are naturally replenished (in
forms of energy in the world, is measured in units of a relatively short period of time). Renewable energy
power called Watts. Electricity is very critical to any technologies range from solar power, wind power,
nations quest for industrial development, as the hydroelectricity, biomass and biofuels etc.
success of the real sector, hence the economy in
general, is dependent on an efficient and reliable On the other hand, energy sources (such as gas,
power sector amongst other factors. petroleum, coal and nuclear power) are considered
Non Renewable because they cannot be
Electricity is a secondary energy source, as it is replenished (made again) in a short period of time.
derived from the conversion of other sources of
energy i.e. hydro power, petroleum, solar energy, These energy sources are major input in the
wind power, gas, nuclear energy etc. These primary production of electricity, and therefore, influence the
sources of energy can be categorised as either: availability, costs and prices of electricity globally.
TORD PARTIES TO THE PRIVATE

7.3 OVERVIEW OF THE POWER SECTOR IN Enabling universal access to electricity thus
NIGERIA: promoting economic and social
development.
Unfortunately, Nigeria has been plagued with Developing indigenous capacity in the
unreliable power supply due to the inability of the electricity sector.
state power authority, PHCN, to generate and
distribute sufficient electricity to meet the growing
demand for power. At present, it is estimated that To create a conducive atmosphere backed with
less than 50% of total population have access to legal framework, the Energy Power Sector Reform
electricity. bill was signed into law in March 2005, which
This has contributed in no small measure to the subsequently resulted in:
underperforming real sector in Nigeria, as the costs
incurred by industries in generating alternative Corporatization of NEPA as PHCN - a
power supply are enormous, and this invariably holding company for the assets and
increases their production cost, which often times, liabilities of NEPA;
they are unable to pass to the ultimate consumers. Unbundling of PHCN into eighteen (18)
new successor companies comprising Six
7.3.1 DEMAND AND SUPPLY OF POWER IN (6) Generation companies, one (1)
NIGERIA Transmission Company and eleven (11)
Currently, the NERC estimates demand of electricity Distribution /marketing entities;
to be 25,000MW, whilst actual power generation Establishment of a regulatory agency now
output in the country averages 3,000MW (installed called NERC;
capacity is less than 6,000 MW). It is this supply Development of a new competitive
gap that ENCON is exploiting to fill. electricity market, and;
Issuing operating license to corporate
A Presidential Committee on Accelerated Expansion
organizations(IPP) for generation,
of Nigerias Electricity Infrastructure which was
transmission and distribution of electricity.
inaugurated by President Musa YarAdua, posited in
its interim report that a medium term goal of 7.3.3 ANALYSIS OF MARKET AND
10,000 additional megawatts by 2011 could be COMPETITION
jointly met by the PHCN, joint ventures, the NIPP
and newly licensed Independent Power Producers. 7.3.3.1 Operators:
It is estimated that at least 70,000MW of electricity The liberalization of the electricity market has
is needed for Nigeria to be economically viable and created key players from the unbundled PHCN, and
competitive. attracted new players into the markets. These
include:
7.3.2 DEREGULATION OF THE POWER
SECTOR The successor companies of PHCN i.e. six
(6) generating companies, eleven (11)
The FGN in an effort to increase electricity supply distribution companies and one (1)
and reverse the negative trend in the power sector, transmission company;
in order to propel economic growth, embarked on NIPP described as a fast tracked solution
reforms in the power sector in 2001 with the to deliver new capacity were established
objectives of: around the country (initially conceived as
Niger Delta Power Project with seven (7)
Meeting current prospective demand for medium sized plants), and financed from
electricity. excess crude oil revenue accounts, to
provide immediate succour by increasing the
Attracting private (local and foreign) nations installed power capacity:- Omoku
investment into the sector and divesting TPS, Gbaran/Ubie TPS, Sapele TPS, Ikot
government interest in the sector. Abasi TPS, Ihovbor TPS, Egbema TPS,
Developing a transparent regulatory Calabar TPS.
framework and promoting competition.
IPP such as ENCON, AES, GEOMETRICS etc;

Power Production Special Purpose Vehicles at present through the existing transmission and
of oil producing companies like SPDC, Mobil, distribution companies but as the market matures,
Chevron, Nigerian Agip etc; it is expected that these ancillary services will be
outsourced to private services providers with
Providers of ancillary services; and, relevant expertise.
The market regulators i.e. NERC and
NELMCO. 7.4 ENERGY COMPANY NIGERIA LIMITED
7.4.1 HISTORY AND NATURE OF THE
7.3.3.2 Market Segmentation: COMPANY.
The electricity market can be segmented along its Negris Holdings Limited, the flagship/forerunner to
value chain as follows: ENCON, was established over two decades ago to
provide comprehensive engineering services to the oil,
Power Generation: This is currently the most gas, energy and industrial sectors of the Nigerian
active segment of the market, causing interest from economy. Since then, Negris has grown into an
the FGN and private sector (foreign and local). The integrated service provider to the energy sector,
generation companies unbundled from PHCN are drawing upon a broad-based platform of highly
being primed for privatization while new power experienced and multi-disciplined engineers, as well as
creating an integrated network of energy solutions.
plants are being built through the NIPP, these
include: Niger Delta Power Plants at Egbema,
The Deregulation Policy of the FGN in the energy sector
Sapele, Ikot Abassi, Gbarain/Ubie, Eyaen, Omoku,
was the galvanizing force behind the establishment of
Ibom and Calabar. Other Federal Government
ENCON. It was established to undertake Negris
projects are Omotosho, Papalanto, Geregu and Independent Power Production business in Nigeria,
Alaoji. Independent Power Projects by Private following the immense emerging opportunities (created
Companies such as ENCON, GEOMETRIC etc. at by deregulation policy) in the area of power generation,
Ikorodu, Obajana, Omoku and Akwa Ibom. supply and distribution.
Power generation licenses have also been issued to In 1999/2000, ENCON secured the license from the
new applicants for Independent Power Production. Ministry of Power and Steel, to operate as an IPP. At
present ENCON is developing a portfolio of power
Transmission: The Federal Government through plants to be operated as IPPs, either on a Build-Own-
the Transmission Company of Nigeria (TRANSYSCO) Operate (BOO) basis or as a Build-Own-Operate-
remains the only player in power transmission Transfer (BOOT) plan. These plants can be built and
market through a grid code. The Federal commissioned as an inside the fence plant for an
Government is investing massively to improve the organization or built to serve a cluster of customers.
power transmission network. Work is on going to
upgrade overloaded 330KV and 132KV substations. ENCON recently commenced the construction of a
10MW Gas Turbine Independent Power Plant in
Distribution: The Power Reform Act of 2005 Ikorodu (Lagos State), to provide captive power to
provides that electricity distribution exceeding customers in the Odogunyan Industrial Estate of the
100KW be restricted to the eleven successor area. ENCON also intends to develop large capacity
distribution companies of PHCN; who are being plants for bulk electricity supply to the grid.
restructured for privatization. The federal and state
The market for sale of electricity to industrial high load
governments are solely investing in this sector at
consumers will continue to expand in a growth
present while private sector participation is minimal.
economy like Nigerias. This is why the location of
ENCON has a distribution license for its Ikorodu
Ikorodu IPP was selected, to provide flexibility for grid
Plant. and off grid connections.
Trading: Trading activities in the electricity market. With the entire energy sector as its operating
environment, ENCON has identified opportunities,
Ancillary Services: Provision of ancillary services and is developing capabilities and resources, to
includes outsourcing of metering, billing, revenue
collection and maintenance of power transmission
and distribution facilities. These are being provided

enhance future growth throughout the West African following schemes for their energy needs:
sub-region. ENCON is positioned to be a total Energy
Solutions provider in Nigeria, West Africa, and Build, Own and Operate scheme (BOO)
beyond. Build, Own, Operate and Transfer scheme
(BOOT)
Vision Acquire and Operate Scheme (A&O)
Energy Company Nigeria Limited has a vision -
To be the market leader in the electricity supply
industry. 7.4.2.2 Development of Independent Power Plants
such as:
Mission
To provide cost efficient and reliable power using Open Cycle Plant
appropriate environmentally friendly cutting-edge Combined Heat and Power Plant (Co-
technology. generation)
Combined Heat , Power and Cooling Plant
7.4.2 BUSINESS ACTIVITIES (Tri-generation)
ENCON is a wholly owned subsidiary of Negris 7.4.2.3 Sales and Support of Turbines and
Holdings Limited which specializes in the; Reciprocating Engines.
7.4.2.1 Provision of electricity, steam and 7.4.2.4 Provision of temporary power.

refrigeration to companies by building any of the

ENCON IKORODU INDEPENDENT POWER PLANT (Under Construction)
ENCON IKORODU INDEPENDENT POWER PLANT (UNDER CONSTRUCTION)

TO SUPPLY ELECTRICITY TO ODOGUNYAN INDUSTRIAL ESTATE, IKORODU, LAGOS
EWEKORO POWER PLANT (OWNED BY ENCON)

SUPPLIES ELECTRICITY TO LAFARGE CEMENT WAPCO EWEKORO.

18
SHELL PORT HARCOURT POWER PLANT (BUILT BY NEGRIS)

SUPPLIES ELECTRICITY TO SHELLS INDUSTRIAL AND RESIDENTIAL AREAS
7.4.3 KEY PROJECT INFORMATION Plc.
ENCON has been developing a portfolio of Other Power Projects to be rolled out from ENCONs
Independent Power Plants on BOO or BOOT basis, stable are as follows:
which includes the following:
(i) Ikorodu Industrial Power Project Phase
Ewekoro Power Limited: a 12.5 MW gas-fired 2:
reciprocating independent power plant, providing This will be a simple cycle, gas driven,
electricity to Lafarge Cement WAPCO Nigeria Plcs 140MW power project which will provide
factory in Ewekoro, Ogun State. electricity to the national grid as well as the
fast growing industrial off takers in the
Ikorodu Industrial Power Limited: - a 150 MW location. This project will be driven by 4 No
gas turbine multi-faceted independent power plant gas turbines. It is also the Companys plan
for on-grid power supply. The first phase of 10 MW is to convert the plant to a combined cycle
ready for commissioning. power plant in the future as one of its plans
to increase output and energy efficiency.
Ilupeju Power Limited: - a 1.32 MW gas-fired
captive power plant to serve the power needs of The Company has already obtained a power
Academy Press Plc., Ilupeju, Lagos State with generation license from the NERC. A
construction at advanced stages. transmission agreement has also been
executed with the Transmission Company of
Unipower Agbara Limited: - a 6 MW gas-fired
Nigeria.
reciprocating captive power plant to serve the power
needs of the Agbara, Ogun State factory of Unilever

(ii) Captive Power Projects For WAPCO (iv) Independent Power Project For ONNE:
LAFARGE: The Company won a bid to set up an
ENCON is currently providing electricity to independent power project of 140MW to be
Lafarge WAPCO Cement Company Plc at its constructed in 2 phases of 70MW for Nigeria
Ewekoro Cement Factory. ENCON is currently Ports Authority, Onne, Rivers State. The
bidding to provide additional power to the plant configuration is a 4 X 35MW gas
company through its existing power plant as turbines to be constructed on open cycle
well as construct two new additional plants scheme. The plant, being a captive scheme,
for the company. The new power projects will be used as a base load facility to meet
are: NPAs power requirement at the Onne Oil and
Gas Free Zone and other associated
45MW gas-driven reciprocating engine operations.
plant for Ewekoro Cement Factory;
20MW additional capacity for the existing (v) Other Power Projects:
plant owned by ENCON which supplies A number of small captive projects for
power to Ewekoro Cement Factory; and, industrial customers are at various stages of
45MW gas driven reciprocating engine development with considerable prospects of
plant for the cement factory at Sagamu, financial closure and execution of offtake
Ogun State. contracts. These projects are designed to
meet individual requirements of various
(iii) Lekki Power Project: commercial and industrial offtakers who want
This is a 100MW gas-driven power project dedicated power supply on an outsourced
that will supply electricity to high profile arrangement. A minimum combined capacity
offtakers such as NICON/Chevron Estates, of 50MW is projected in the next three years.
Palm Spring Estate among others. The plant
shall also be interconnected with the national
grid by taking advantage of the open-access
structure of the system as well as providing
leverage for capacity growth in the future.
The plant configuration is a 3 X 35MW gas
turbines on open cycle scheme.

RIVER STATE POWER PLANT ENCON)
RIVER STATE POWER PLANT

(BUILT BY NEGRIS FOR RIVERS STATE GOVERNMENT OF NIGERIA)
(Ongoing Power Project by NEGRIS)
ONGOING POWER PROJECT

7.5 PURPOSE OF THE PLACEMENT share.
The Companys desire to raise long term equity capital is The Company has identified and carried out thorough
to enable it grow the business by building funding feasibility analysis on a number of power projects which
capacity for proposed power projects. Other compelling have passed stringent criteria for selection. The projects
reasons for recourse to the capital market are as follows: to be financed with the net proceeds of the Private
Placement are as follows:
a) Cost Leadership
a. Expansion of Ikorodu Power Plant from 10MW to
The cost of debt will increase the Companys project cost 150MW using 4 X 35MW gas turbines ($140 Million).
and energy tariffs, thereby making it unattractive to its
target market. The dominant players in the emerging b. Expansion of Ewekoro Power Projects from 12.50MW
power market are the upstream oil companies, Shell to 45MW using dual fuel gas engines ($50Million).
Petroleum Development Company SPDC (about 1000MW
plant in Afam), Chevron Nigeria Plc (700MW in Egbin), c. Construction of 100 MW (3 X 35MW) gas turbine)
Nigeria Agip Oil Company (450MW in Okpai, Rivers State) Independent Power Project for Lekki ($120 million)
etc. These companies have huge cash reserves, at little
or no cost to them. To effectively compete against these d. Development of captive power projects for identified
players, ENCON is exploring the capital market for equity large consumers of electricity.
capital and position itself for a competitive edge in the
emerging power industry. e. Temporary Power Production
8 Construction of Mega Power Plants f. Trading of Power Plant equipments
The key competitive advantage in the unfolding power An investment in a budding power development company
market is the construction of big power plants as opposed with strong position in an emerging power market
to small ones being hitherto undertaken by the Company. represents a vista of opportunities reminiscent to the
Though small plants are quicker to develop and boom in the telecommunication sector, and will provide
appropriate where there is capital limitation, its enormous benefits in the following ways:
sustainability suffers from scale economies and price
disadvantage in a competitive market. ENCON hereby Attractive return on investment:
seeks to expand the capacity of its existing plant projects
and construct mega power plants for proposed projects. Capital appreciation overtime arising from
reinvestment of excess cash from yearly
Power Supplies to National Grid profitable operations.
The need to position the Company also means a shift in In the first 3 years post floatation, dividends will be paid
strategy from building captive power plants to developing from existing power plants. The refinancing strategy is
medium to large power plants for national grid supply. adopted to provide early return of investment to equity
This change in strategy is to tap or take advantage of a shareholders from funds otherwise payable to debt capital
number of benefits or concessions that are provided by providers (banks).
government to supplier of power to the grid, e.g. gas
price concession. The grid also provides greater
opportunities for capacity growth and increased market

22
7.6 BOARD OF DIRECTORS
ENGR. (DR.) ABIDOYE AYOOLA - Executive Chairman

Engr. (Dr.) Abidoye Ayoola founded Negris Holdings Limited in 1980 and nurtured it to its present
enviable holding structure Negris Holdings Limited. As the Executive Chairman of Negris
Holdings Limited, as well as six other wholly owned companies or subsidiaries in the group. He is
also the owner/Chairman of companies such as; All Seasons Property, All Seasons Industry, etc.
Engr. Ayoola holds a BSc Mechanical Engineering and a Masters Degree in Petroleum
Engineering. He is a fellow of the Nigerian Society of Engineers and Society of Petroleum
Engineers. He is also a Distinguished Alumnus of the University of Lagos.
Before founding Negris Holdings Limited, he worked in Gulf Oil (now Chevron Nigeria Limited)
and Solar Turbines International, USA. Engineer Ayoola is a renowned technocrat with an
impressive career spanning 35 years in oil, gas, energy and industrial sectors. He is holder of the
national award of Member of the Order of the Niger (MON).
ALHAJI MUSA OJEIFO - Director/COO
Alhaji Musa Ojeifo is the President and Group Chief Operating Officer of Negris Holdings Limited.
He has held many positions of responsibility in his 25 years employment in the Group. He currently
oversees ENCON as Group Chief Operating Officer.
He is a Fellow of the Association of Chartered Certified Accountants, England and a Fellow of the
Chartered Institute of Taxation of Nigeria and Institute of Strategic Management. He also holds
MBA in Strategic Management. He studied Accountancy in Yaba College of Technology and London
School of Accountancy.
Alhaji Ojeifos career path spans oil, gas, power, banking and finance, accounting, business
development, etc. He has attended various management courses overseas including Senior
Managers courses in Cranfield Business School England and Infocast Project Finance Institute
Brooklyn, USA as well as local ones.
CHIEF GILBERT TEMISAN GRANT
Chief Grant is a renowned oil and gas technocrat. He was the first Nigerian Managing Director and
Chief Executive of NLNG. He held numerous high profile positions in NNPC where he retired as
Group Executive Director.
He holds a B.Sc Mechanical Engineering Degree from the University of Lagos which subsequently
recognized him as a Distinguished Alumnus. Chief Grant consults on wide range of issues on gas
development. He is in the board of many companies including Olokola Liquefied Natural Gas.
ENGR. THEOPHILUS IFEANYICHUKWU OJI
Engr. Theophilus Ifeanyichukwu Oji attended the prestigious Ahmadu Bello University, Zaria
where he bagged a Bachelors Degree in Electrical Engineering. Upon graduation, he joined Gulf
Oil Company (Nigeria) Limited now Chevron Nigeria Limited. He served the company
23
meritoriously for over 30 years in several capacities before his voluntary retirement.
He is a veteran in the oil and gas industry and it is this extensive experience he brings to the
Board of ENCON Limited as a Non-Executive Director. He has been on the Board of Negris since
December 2001.

23
MAJOR GENERAL YUNANA NOM (rtd)
Major General Yunana Nom (rtd.) holds a Bachelors degree in Electrical Engineering and a post
graduate Certificate in Power Engineering. He had a long and successful career in the Nigerian
Army spanning all facets of military engineering and training, culminating in his appointment as a
member of the then Armed Forces Ruling Council (AFRC) of Nigeria.
He retired voluntarily from the Nigerian Army in 1999 upon the return of the country to civilian
rule. Major General Nom (rtd.) has since his retirement been involved with running a number of
businesses. He was appointed to the Board of Negris Limited in December 2001.
MR. WOLE AYOOLA
Mr. Wole Ayoola is Vice President, Sales & Special Projects, Negris Holdings Limited. He holds a
B.Sc. in Computer Science from University of Reading, United Kingdom, and has attended many
top rated business courses including the Harvard Business School Executive Management Course
on Leading a Professional Services Firm.
He has worked in the Software Development Unit of Xansa Ltd. U.K. (part of the BT Group) and
as Consultant with Hummingbird Inc. of the United States. Before joining Negris in 2005, as
Senior Manager, Corporate Strategy & Business Development, Mr. Ayoola served as Managing
Director of Vudu Solutions Limited, a Nigerian based Enterprise Information Management
Services firm.

24
IRMANS LETTER (Contd)
7.7 MANAGEMENT TEAM
KUNLE ADELAJA General Manager, Finance & Administration
Kunle Adelaja attended the University of Ibadan, graduating with a B.Sc. Honours degree in Civil
Engineering. He is also a Chartered Accountant and an Associate Member of the Nigerian Institute
of Management. He is a Prince 2 Registered Engineer.
Mr. Adelaja joined Paramount Engineering and Technology Company, a subsidiary of Negris Limited
in April 1996 as Manager, Finance and Administration. He was moved on to Negris Engineering
Procurement & Construction Limited in January 2002 as Senior Manager, Finance and
Administration. He has held various positions in the Negris Group.
GBENGA AJUMO Snr. Manager, Engineering & Procurement
Gbenga Ajumo holds a B.Sc. Honours degree in Electrical Engineering and is a member of the
Institute of Electrical and Electronics Engineers. He has attended several professional and
specialized trainings such as Basic Relaying Protection, Load Flow and Short Circuit Analysis, Oil
and Gas Facilities Design, Electrical Network Design, Basic Engineering Design and Engineering
Project Management.
He started his working career with Negris as Facilities Engineer in 1990. Between 1990 and 2005
when he was elevated to the position of Senior Manager, he had functioned as Manager, Systems
Development; Senior Engineer, Senior Manager, Engineering, in charge of Electrical and Instrument
Design of Gas Recovery Plant; etc.
KUNLE SOBANWA Snr. Manager, Business Development

Kunle Sobanwa holds both a B.SC. in Mechanical Engineering and an MBA from the University of
Lagos. He has attended many professional development programmes at the Lagos Business School.
He started his working career with Aden River Estate as Mill Engineer and later moved to UAC Foods,
in 1985. In 1999, he joined the services of Cadbury as Engineering Services Manager from where he
moved to ENCON in 2004 as Project Manager.
ALLAN SHELLEY- Manager, Project Management
Allan Shelley is a graduate of the Dundee Institute of Technology, where he obtained a B.Sc. Honours
degree in Instrumentation Engineering. He also attended Dundee College of Technology where he
obtained the C&G AutoCAD Engineering Design V14.
Before joining Negris, he has had over twenty years qualitative working experience worldwide as Power
Plant manager/Power Plant Engineer in both large and medium turbine generation installations
specializing in all aspects of power station operations including commissioning, maintenance and
overhaul as well as servicing and operations of power plants. Some of the internationally reputed
companies that he has worked with include the Royal Airforce, MOD
(Air), London; Rolls Royce/GEC Gas Turbines, Whetstone Leics, Aramco, the Steag Group Essen GMBH,
and the Hyundai BTIP Projectin Bonny Island, Rivers State.

25
KINGSLEY FRANCIS Snr. Manager, Project Finance/Strategy

Kingsley Francis is a graduate of the University of Lagos where he obtained both B.Sc. and Masters
Degrees in Finance. He has over 20 years work experience in various organisations.
He was at Nigerian Joint Agency Limited (Agricultural Project Managers) where he started as auditor
and later Strategic Auditor and Planner. He joined Joy Investment and Finance Co Ltd. between 1992
and 1995 where he rose to the position of Manager, Operations. He was the Senior Financial Analyst
and Investment Adviser at Arbitrage Group (Arbitrage Consulting, Arbitrage Finance, Investment and
Securities Limited) between 1997 and 1999.
He joined Standard Trust Bank Limited as Head Strategy in Jan., 2000, and rose to become Group
Head, Strategy and Quality Improvement, where he helped the bank to initiate so many strategies.
SAULA OLOKODANA Legal Adviser

Mr. Olokodana holds LLB. and LLM. degrees in Law from Obafemi Awolowo University and the
University of Lagos respectively. He was called to the Nigerian Bar in 1986.
Mr. Olokodana was a Solicitor with S. A. Animashaun and Co. From there, he moved on to work with
the Lagos State Government as State Counsel in the Ministry of Justice. He joined the services of
Negris as Legal Officer in 1992. He was seconded from Negris to Joy Investment and Finance
Company Limited as Company Secretary and Legal Adviser. He later returned to Negris in 1994 as
Group Company Secretary and Legal Adviser. He was recently elevated to the position of Senior
Manager with the added responsibility of overseeing Community Relations functions for the Group.
TUNDE DAWODU Coordinator, Quality Management Systems/HSE

Engineer Tunde Dawodu holds an M.Sc. In Engineering Management from Milwaukee School of
Engineering, USA, nad a B.SC. in Chemical Engineering from Illinois Institute of Technology, USA.
He has attended various professional courses and training in Engineering and is a registered member
of the American Institute of Chemical Engineers, Nigerian Society of Engineering Management and
COREN, amongst other professional bodies. Before joining Negris, he had worked as Head,
Procurement, Port Harcourt Refining Company Limited, Chemical Engineer, Nigerian National
Petroleum Corporation (NNPC), Project Engineer, Polytech Inc., Milwaukee, USA, among other top-
grade engineering firms.
DIPAK PAL Manager, Engineering

Dipak Pal is a First Class graduate of Electrical Engineering from Jadavpur University, Calcutta,
India.
He started his working career with Development Consultants Private Limited of Kolkata, India
where he worked for 32 years and rose to become the General Manager. In pursuit of career
advancement, he joined Lahmeyer Intl (India) Ltd. as Senior General Manager (Electrical) before
he joined ENCON. Mr. Dipak has been involved in so many overseas professional assignments
some of which include his secondment to Kuljan Corporation USA in 1999 to work for a number of
gas turbine projects at GE, USA for the engineering of gas turbine MSD. He also worked under GE
software environment using TIMES, PEGASUS, PROJECT NET, DART etc.

KELECHI OKU-ASUQUO- Human Resources Manager
Kelechi Asuquo holds a Bachelors degree in English and Law, and is also a Solicitor and
barrister of the Supreme Court of Nigeria. She is a member of the Nigerian Bar Association,
Associate of the Chartered Institute of Personnel management and the Nigerian Institute of
Management.
She has worked in so many reputable organizations amongst which are Gulf Oil, Forum
Business Finance, and Forum Group of Companies where she functioned as Company
Secretary and Head, Human Capital. She later joined Living Spring Energy Limited as Head,
Human Resources and Operations before moving to FB Management Services Limited as
Head, Management Services. Kelechi joined the Negris Group in 2005.
INNOCENT OSHOMAGBE Manager, Energy Economics
Innocent is an Economics graduate of the University of Ibadan. He holds Masters Degrees in Banking
& Finance, and Economics both from University of Lagos. He has attended so many professional and
specialized training courses like Financial Modeling for Power and ISO 9001-2000 Internal Audit.
He has had over 20 years of qualitative working experience. He joined Joy Investment and Finance
Company Limited in 1994 as Senior Admin Officer. He later became the Senior Credit Control
/Operations Officer before he was seconded to Negris Limited in 1997 as Senior Corporate Planning
Officer. In 1998, he became Assistant Manager, Admin./Human Resources in WALES (a subsidiary of
Negris limited), a position he occupied before his present posting to ENCON in 2003.
DAVID OLATOKE- Manager, Plant Operations
David Olatoke is a graduate of Business Administration from the University of Lagos. He also holds a
Diploma in Electrical Power System Operation from NEPA (now Power Holding Company of Nigeria)
Technical Training School, New Bossa and has undergone many professional training programmes.
He started his working career in 1968 with the National Electric Power Authority and occupied many
challenging positions of responsibility cutting across various sections of the corporation. He retired
from NEPA in 1992 after which he joined the services of Negris Limited as Operations Specialist the
same year. He left Negris and joined the services of McADOG and Associates in 1995 as Project
Manager where he was responsible for Power Project design and csot analysis> he directly
supervised many high profile Electrical projects while with McADOG which were very successful. He
joined ENCON in 1999 as Project Manager responsible for Independence Power Projects.
TUNDE ADESINA Company Secretary
Tunde Adesina is Company Secretary, ENCON. He holds an LLB. degree in Law from the
University of Ibadan and an LLM. from Queen Mary University of London. He is a Solicitor and
Barrister of the Supreme Court of Nigeria and holds membership of University of London Post-
Garaduate Law Society, London Shipping Law Centre and the Nigerian Bar Association.
He has worked with the firms of Stephen Adesina & Co as Legal Consultant, Kayode Sofola & Co
as Legal Consultant and with R.E.L. Field Marketing in Berkshire, U.K as Legal/Marketing
Consultant, where he had a brief stint in 2006 before joining the services of ENCON.

27
AYODELE ADEMOSU- Manager, Finance & Administration
Ayodele Ademosu is a Finance & Administration Manager, ENCON. He is a Chartered

Accountant and holds both Diploma and Higher national Diploma in Accountancy. He also has
a Bachelors degree in Accounting from the Ambrose Alli University.
Ademosu has attended many professional development courses such as ISO 9001-2000
documentation course, ISO 9001-2000 internal Audit course, Effective budgeting and
budgeting control system etc.
He started his working career with the firm of Onwufuju Giwa-Osagie and Co. (Chartered
Accountants) as Audit Trainee. He was also with Dohagro Allied International Limited and
Interworld Products Nigeria Limited before joining in 1999.
ADEBOWALE FOWLER- Internal Auditor
Adebowale Fowler holds an MBA from the Federal University of Technology, Akure. He is a
Chartered Accountant and holder of an HND degree in Accountancy from Yaba College of
Technology.
He has attended many professional training and development programmes and has over
twenty two (22) years working experience with the Negris Group. Some of his former positions
include Senior Accountant, manger, Finance and Administration, manager, Audit and
Compliance, and Lead Quality Auditor, ISO: 9001:2000 QMS.

28
7.8 RESEARCH AND DEVELOPMENT policy somersaults by the FGN.
The Company places a premium on Research and Mitigants

Development and as such has committed
significant resources to this, with the primary The protracted menace of abysmally low level of power
objective of exploring ways of generating supply is one challenge that any government in power
electricity, preferably through Renewable Energy would seek to overcome, because of its significant effects
technologies. This would be more efficient than on the economy. Accordingly, recent policy reforms in the
the use of gas or petroleum, which supply is power industry should be sustained by successive
unreliable and expensive. Renewable Energy regimes.
technologies (Solar Power, Wind Power etc) are
also more environmentally friendly and usually Furthermore, the Company would be proactive and seek
cheaper. to position itself favourably, ahead of any changes in the
political environment.
7.9 CORPORATE GOVERNANCE
Economic Risk:
Corporate governance is the system by which
companies are directed and controlled. The The risk that the revenue generated from the Companys
corporate governance structure specifies the projects will not be sufficient to cover operating costs and
distribution of rights and responsibilities among to finance maturing debt obligations.
different stakeholders in the corporation, such as,
the board, managers, shareholders etc, and Mitigants:
spells out the rules and procedures for making
decisions on corporate affairs. In selecting projects, the Company subjects various
proposals to very rigorous due diligence and stringent
The Board of ENCON, which determines the general project evaluation criteria. Furthermore, the Company has
policies that govern its operation, is committed to the experience and capability to implement strategies to
upholding the highest standards of Corporate Governance ensure financial projections are largely met and
in the Companys operations and therefore subscribes to surpassed.
the Code of Best Practices on Corporate Governance in
Nigeria and embraces general global best practices. Sectoral / Industrial Risks:
Pursuant to the deregulation of the power sector, the

7.10 RISKS AND MITIGANTS Company would be faced with the risk of stiff competition
as more IPPs are licensed to operate.
Operational Risks:
Mitigants:
The Power industry in Nigeria is faced with significant
challenges arising from unreliable supply of gas, which is The huge deficit between Nigerias demand for electricity
instrumental to the generation of electricity. This leads to and the supply thereof, ensures that opportunities far
system losses and gross under-utilization of capacity. outweigh combined industry capacity. ENCON, as one of
the first operators to commence business, has positioned
Mitigants: itself to be the industry leader.
The Nigerian Government is taking a lead role in Specific / Company Risks:
guaranteeing a reliable supply of gas and water by
channeling substantial Government funding towards The Company is faced with the risk of its plants / facilities
securing these resources to support private investment in becoming obsolete and increasingly inefficient, system
power generation. In view of the above, ENCON will losses occassioned by lack of skilled personnel or labour
undertake execution of its project strategically in locations strike
close to these resources.
Mitigants:
Political Risk:
The Company has garnered relevant experience over the
The operations of Independent Power Providers could be years, staff undergo regular training and development,
adversely affected by the uncertainties that characterize the plants are built to best international standards, usually
Nigerias political environment, especially as it pertains to with useful life of over 25 years;

29
Environmental Risks: 7.11 BUSINESS STRATEGY AND FUTURE

Uncertainty and severity of financial and non-financial PLANS
impact of environmental hazards:
First Mover Advantage - ENCON being one of the first few
Mitigants: companies to be licensed to operate in the power industry is
The Company undertakes Environment Impact Analysis approaching the Capital Market for long term equity finance for
and employs best Environmental Risk Management capacity building and to strengthen its competitive position in
techniques to ensure that the level of potential the emerging market for power.
environmental liability or risk associated with its site are
analyzed and an appropriate strategy is developed to Existing Power Portfolio - ENCON currently has a portfolio
mitigate the occurrence. of power plants which will be used to leverage its growth in the
emerging market.
Currency Risks:
Brand Appeal - The Negris group has an attractive brand
The Company faces the risk of fluctuation in the exchange equity that will provide the necessary compliments to sway
rate between the Naira and other foreign currencies. This investors choice in the market.
arises primarily because ENCON relies on the importation
of its plants; Expansion of Power Plants - Plant capacities will be
increased by investing about $140 million in the expansion of
Mitigants: Ikorodu Power Plant from 10MW to 150MW using 4 X 35MW
The CBN has resolved and succeded in keeping exchange gas turbines and about $50 million in the Ewekoro Power
rate stable over the past 24 months. Furthermore, the Project from 12.50MW to 45MW using 5 X8.5MW dual fuel gas
increasing size of foreign exchange reserves and engines. Expansion ensures that fixed cost (and consequently,
persistent high prices of fuel will ensure the domestic total cost) per unit reduces significantly, thus enabling ENCON
currency does not lose value. to compete favourably in the sector.
Diversification of Power Generation ENCON has

committed significant resources towards Research and
Development, with the primary aim of diversifying Power
generation (i.e. using Renewable Energy technologies) which
are more efficient, and will be cheaper than current power
generation.

30
8. 0 FINANCIAL FORECAST
Letter from the Reporting Accountants, KPMG Professional Services
KPMG Professional Services Telephone 234(1)463 2090-3

17b Gerrard Road, Ikoyi 234(1)269 4660-4
PMB 40014, Falomo 234(1)269 6040-4
Lagos, Nigeria Fax 234(1)462 0704
234(1)269 1248
234(1)269 1908
Internet www.kpmg.com
The Directors
Energy Company Nigeria Limited
Victoria House
35/37, Isheri Road
Aguda-Ogba
Ikeja
Lagos
8 May 2008
Dear Sirs
Report on the Profit Forecasts
We have examined the accompanying profit forecasts of Energy Company Nigeria Limited (the Company)
and its subsidiaries (jointly termed the Group) for the years ending 31 December 2008 to 2012 in
accordance with the International Standard on Assurance Engagements (ISAE 3400) applicable to the
examination of the prospective financial information. The Directors of the Company are solely responsible for
the forecasts, including the assumptions set out on Pages 33 and 34 on which it is based.
Based on our examination of the evidence supporting the assumptions, nothing has come to our attention
which causes us to believe that these assumptions do not provide a reasonable basis for the forecast.
Furthermore, in our opinion, the forecast is properly compiled on the basis of the assumptions made by the
Directors and is prepared on a basis consistent with the accounting policies normally adopted by the
Company. Actual results are likely to be different from the forecast since anticipated events frequently do not
occur as expected and the variation may be material.
We emphasise that the forecast information is not intended to, and does not, provide all the information and
disclosures necessary to give a fair presentation of the results of the operations of the Company in
accordance with Statement of Accounting Standards applicable in Nigeria and the Companies and Allied
Matters Act of Nigeria.
Yours faithfully

31
FINANCIAL FORECAST (Contd)
The Directors estimate that, in the absence of unforseen circumstances and based on the assumptions stated
below, the Companys income and profits for the years ending 31st December 2008 2012 will be as shown
below:
31 December
2008 2009 2010 2011 2012

Nm Nm Nm Nm Nm
Gross Revenues 1,085 1,399 12,283 23,756 24,350
Operating Expenses (473) (609) (7,130) (11,608) (9,922)
EBITDA 612 790 5,153 12,148 14,428
Depreciation (174) (208) (1,789) (3,369) (3,369)
Profit Before Taxation 438 582 3,364 8,779 11,059
Estimated Taxation (108) (118) (382) (660) (677)
Profit after Taxation 330 464 2,982 8,119 10,382
Appropriation
Dividends (188) (275) (1,747) (3,440) (4,556)
Retained Earnings 142 189 1,235 4,679 5,826
Forecast EPS (K) 3.96 5.57 35.78 97.43 124.59
Forecast DPS (K) 2.26 3.30 20.96 41.28 54.67

32
Basis of Assumptions used in the Profit Forecasts

For the years ending 31 December 2008 2012
Basis
The profit forecasts for the years ending 31 December 2008 2012 have been prepared on a basis consistent
with the accounting policies normally adopted by the Company.
General Assumptions
a) The Company will be successful at raising the required funds of N60 billion for expansion of its
business.
b) There will be no material changes in the accounting policies currently adopted by the Company.
c) The quality of the Companys management will be sustained during the forecast period.
d) There will be no significant changes in the Federal Governments monetary and fiscal policies that
will adversely affect the operations of the Company; neither will there be any drastic change in the
political and economic environment in general, and the electric power generation sector in
particular, that will adversely affect the operations of the Company.
e) Operating results will not be materially affected by industrial disputes/strikes in the country.
f) The Company will continue to enjoy the goodwill and confidence of present and future customers,
and strategic partners.
g) There will be no litigation with adverse material consequence to the Company.
h) Exchange rate shall be an average of N115 per US$1.00.
i) The Company will commission its proposed power plants with ratings and annual sales as follows:
Location of Plant Start Date Plant Capacity Availability Availability (%)

(kW) (Hours)
Ewekoro (1) Existing 12,500 7,884 90%
Ikorodu (1) June 2008 9,000 8,260 94%
Agbara June 2008 6,000 8,410 96%
Ilupeju June 2008 1,320 8,700 99%
Lekki June 2010 125,000 7,884 90%
Ikorodu (2) June 2010 140,000 7,884 90%
Shagamu June 2010 70,000 8,300 95%
Onne June 2010 68,000 7,884 90%
Ewekoro (2) June 2010 32,000 7,884 90%
j) Gross revenues will increase at a compound annual growth rate of 118%, while EBITDA margins
will be an average of 53% over the forecast period.

The analysis of revenues will be as follows:

31 December
2008 2009 2010 2011 2012
Nmillion Nmillion Nmillion Nmillion Nmillion
Ewekoro (1) 645 661 678 695 712

Ikorodu (1) 262 430 440 451 463
Agbara 143 252 258 265 271
Ilupeju 35 56 58 60 62
Lekki - - 3,130 6,417 6,577
Ikorodu (2) - - 3,060 6,273 6,430
Shagamu - - 1,930 3,956 4,055
Onne - - 1,677 3,437 3,523
Ewekoro (2) - - 1,052 2,202 2,257
Total 1,085 1,399 12,283 23,756 24,350
k) Operating expenses are projected to be an average of 47% of gross earnings over the period.
l) The Companys operations will be financed solely by equity.
m) The various plants will operate via special purpose vehicles (SPVs) which are wholly owned by
ENCON. Each SPV will enjoy a tax holiday of 5 years from commencement of operations
Subsequently, taxation (comprising of income and education taxes) will be at 32% per annum.
n) Dividends payout will be 75% of distributable profits in 2008, 2009 and 2010; and 50% of
distributable profits in 2011 and 2012.
Other Assumptions
a) Equipment for the plants are selected based on certain considerations, including the most
appropriate or suitable technology, customer load profile and/or base load requirement, energy, cost
efficiency and environmental standards.
b) Routine and preventive maintainance of plants will be performed by the Original Equipment
Manufacturers (OEM) in order to ensure efficiency of operations.
c) Construction periods for small (<50MW) and medium (50 150MW) plants are 18 months and 24
months respectively.
d) There will be no import duties (zero-rated) on gas equipment.
e) Electricity tariffs will comprise a fixed capacity charge and a variable energy charge.
f) The off-take contract duration assumed for tariff computation is 15 years.
g) ENCON will earn management fees of 7.5% of gross revenues from each plant.
h) Periodic cashflow surpluses will be reinvested in the business for such purposes as expanding
existing plants, setting up a power plant trading business and building a corporate headquarters, all
of which have not been considered in the forecasts.

34
Letter from the Issuing House, Meristem Securities Limited, on the profit forecast
May 14, 2008
The Directors
All Seasons Plaza
Topaz Block (3rd Floor)
24, Lateef Jakande Road
Agidingbi, Ikeja
Lagos
Dear Sirs
RE: ENERGY COMPANY NIGERIA LIMITEDS PRIVATE PLACEMENT OF 3,333,333,334 ORDINARY SHARES
OF 50 KOBO EACH AT N18.00 PER SHARE
We write further to the Placement Memorandum issued in respect of the Private Placement of 3,333,333,334 Ordinary
Shares of 50 kobo each in Energy Company Nigeria Limited. The Placement Memorandum contains forecasts of the
profits of the Company for each of the five years ending 31st December, 2008, 2009, 2010, 2011 and 2012 respectively.
We have discussed with you and with Messrs KPMG Professional Services, the Reporting Accountants, the bases and
assumptions upon which the forecasts were made. We have also considered the letter dated May 8 2008 from the
Reporting Accountants regarding the accounting bases and calculations upon which the forecasts were compiled.
Having considered the assumptions made by you, as well as the accounting bases and calculations reviewed by the
Reporting Accountants, we consider that the forecasts (for which you as Directors are solely responsible) have been
made by you after due and careful enquiry.
Yours faithfully,
FOR AND ON BEHALF OF THE ISSUING HOUSE
WOLE ABEGUNDE
MANAGING DIRECTOR

35
9. 0 THREE-YEAR FINANCIAL SUMMARY
KPMG Professional Services Telephone 234(1)463 2090-3

17b Gerrard Road, Ikoyi 234(1)269 4660-4
PMB 40014, Falomo 234(1)269 6040-4
Lagos, Nigeria Fax 234(1)462 0704
234(1)269 1248
234(1)269 1908
Letter from the Reporting Accountants Internet www.kpmg.com
The Directors
Victoria House
35/37, Isheri Road, Aguda-Ogba
Ikeja, Lagos
8 May 2008
Dear Sirs
We have examined the three-year financial information of Energy Company Nigeria Limited (the Company)
and its subsidiary, Ewekoro Power Limited (jointly termed the Group) as set out in our report.
The financial information is based on the audited financial statements of the Group for the three financial
years ended 31 December 2005, 2006 and 2007 and has been prepared in accordance with the accounting
policies set out on Page 37.
The financial statements, which have been prepared under the historic cost convention, were reported upon
by Messrs BDO Oyediran Faleye Oke & Co.
The audit reports for the three years ended 31 December 2005, 2006 and 2007 were unqualified.
The financial statements on which the financial information is based are the responsibility of the Directors of
the Company who approve their issue. Our responsibility is to issue a report on the financial information
based on our review. The Directors of the Company are also responsible for the contents of the Memorandum
in which this report is included.
Our review was conducted in accordance with the International Standard on Review Engagements (ISRE
2400). This Standard requires that we plan and perform our review to obtain moderate assurance as to
whether the financial statements are free from material misstatement. A review is limited primarily to
inquiries of the Companys management; analytical procedures applied to the financial data and a review of
evidence obtained by the Companys auditors on those financial statements and therefore provide less
assurance than an audit. We have not performed an audit, and accordingly, we do not express an audit
opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying
financial information does not give a true and fair view of the state of affairs of the Company as at the
balance sheet dates stated and of its profits for each of the years then ended, in accordance with Statements
of Accounting Standards applicable in Nigeria and the Companies and Allied Matters Act of Nigeria.
Yours faithfully

THREE-YEAR FINANCIAL SUMMARY (Contd)
Statement of Significant Accounting Policies
The following are the significant accounting policies adopted by the Company in the preparation of its financial
statements
1. Basis of preparation
The financial statements have been prepared under the historical cost convention.
2. Basis of consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned
subsidiary, Ewekoro Power Limited made up to balance sheet date.
3. Depreciation of fixed assets
Depreciation is calculated to write off the cost of fixed assets on a straight line basis over the expected
useful lives of each assets concerned. The principal annual rates used for this purpose are:
Buildings 2.5%
Plant and Machinery 7.5%
Furniture and Fittings 10%
Other equipment 10%
Motor Vehicles 25%
Depreciation is not calculated on fixed assets until they are brought into use.
4. Debtors
Debtors are stated after deduction of balances considered doubtful of recovery.
5. Investments
Investments are stated at cost less provision of any permanent diminution in value.
6. Stocks
Stocks are stated at the lower of cost and net realisable value.
7. Rates of exchange
Transactions in foreign currencies are translated into the Naira at the rates of exchange ruling at the date
of the transactions. Assets and liabilities in foreign currencies are translated into Naira at the rate of
exchange ruling at the balance sheet date. All profits or losses arising on conversion are included in the
operating results.

37
ADJUSTED BALANCE SHEETS

31 December
2005 2005 2006 2006 2007 2007
Notes Group Company Group Company Group Company
N000 N000 N000 N000 N000 N000
Assets
Fixed Assets 1 2,017,220 87,367 2,223,991 439,782 2,516,409 884,439
Investments 2 1,982,370 1,994,870 2,629 2,629 611,533 2,175,180
Current Assets
Stocks 66,359 - 66,359 - 66,359 -
Debtors & Prepayments 3 221,309 73,198 210,489 94,824 190,652 52,094
Amounts due from Associated
Companies 4 3,827 3,827 43,518 14,379 81,607 95,173
Cash and Bank 5 36,921 31,377 89,024 38,295 241,924 152,295
Current Assets 328,416 108,402 409,390 147,498 580,542 299,562
Less: Amounts falling due within one year

Trade & Other Creditors 6 (2,267,672) (8,416) (169,533) (18,517) (116,409) (17,435)
Due to Related Companies - - - - (26,497) (26,497)
Borrowings 7 - - (23,460) - (317,156) (288,674)
Taxation (392) - (8,071) - (16,156) (4,496)
Current Liabilities (2,268,064) (8,416) (201,064) (18,517) (476,218) (337,102)
Net Current
(Liabilities)/Assets (1,939,648) 99,986 208,326 128,981 104,324 (37,540)
Less: Amounts falling due after more than one year

Borrowings (1,984,442) (1,984,442) (2,174,069) (367,908) (578,045) (578,045)
Net Assets 75,500 197,781 260,877 203,484 2,654,221 2,444,034
CAPITAL & RESERVES

Share Capital 8 26,000 26,000 51,000 51,000 2,499,958 2,499,958
Deposit for Shares 9 297,791 297,791 272,562 272,562 - -
Profit and Loss Account (248,291) (126,010) (62,685) (120,078) 154,263 (55,924)
Shareholders' Funds 75,500 197,781 260,877 203,484 2,654,221 2,444,034

Adjusted Profit and Loss Accounts
31 December
2005 2005 2006 2006 2007 2007

Group Company Group Company Group Company
N000 N000 N000 N000 N000 N000
Turnover 659,879 - 781,225 60,149 726,611 61,130

Direct Costs - - (137,184) (12,078) (149,258) (22,676)
Gross Profit 659,879 - 644,041 48,071 577,353 38,454
Administrative Expenses (555,765) (125,771) (311,210) (59,477) (341,824) (73,048)

Trading Profit/(Loss) 104,114 (125,771) 332,831 (11,406) 235,529 (34,594)
Other Income 1,247 23 41,969 17,972 123,296 106,299

Interest Payable and Similar Charges (136,620) (262) (181,515) (634) (133,792) (3,055)
(Loss)/Profit Before Taxation (31,259) (126,010) 193,285 5,932 225,033 68,650
Taxation (392) - (7,679) - (8,085) (4,496)

(Loss)/Profit after taxation (31,651) (126,010) 185,606 5,932 216,948 64,154

39
Adjusted Cash Flow Statements
2005 2005 2006 2006 2007 2007

N000 N000 N000 N000 N000 N000
Operating Cash Flows

Net (Loss )/Profit after Taxation (31,651) (126,010) 185,606 5,932 216,948 64,154
Adjustments:
Depreciation 154,729 6,861 148,670 4,743 167,788 3,460
Interest Expenses 136,620 262 181,515 634 133,792 3,055
Loss/(Profit) on Sale of Fixed Assets - - 197 197 (800) -
259,698 (118,887) 515,988 11,506 517,728 70,669
Changes in Working Capital

Increase in Stock (66,359) - - - - -
(Increase)/Decrease in Debtors and
Prepayments (221,309) (73,198) 10,820 (21,626) 19,837 42,730
Increase/(Decrease) in Trade and
Other Creditors 80,035 8,416 (2,098,139) 10,101 (53,124) (1,082)
Increase in Tax Payable 392 - 7,679 - 8,085 4,496
Increase in Amount due to
Associated Companies - - - 26,497 26,497
Increase in Borrowings - 23,460 - 1,761
Increase in Amount due from
Associated Companies (3,827) (3,827) (39,691) (10,552) (38,089) (80,794)
Net Operating Cash Flows 48,630 (187,496) (1,579,883) (10,571) 482,695 62,516
Investing Cash Flows

Investments (Acquired)/ Disposed (1,982,370) (1,994,870) 1,979,741 1,992,241 (608,904) (2,172,551)
Purchase of Fixed Assets (119,870) (94,228) (359,447) (361,164) (447,706) (448,117)
Proceeds from Sale of Fixed Assets - - 3,809 3,809 800 -
Net Investing Cash Flows (2,102,240) (2,089,098) 1,624,103 1,634,886 (1,055,810) (2,620,668)
Financing Cash Flows

Interest Paid (136,620) (262) (181,515) (634) (133,792) (3,055)
Increase in Share Capital 26,000 26,000 25,000 25,000 2,448,958 2,448,958
Increase/(Decrease) in Deposit for
Shares 310,291 297,791 (25,229) (25,229) (285,062) (272,562)
Increase in Term Borrowings 1,984,442 1,984,442 367,908 367,908 502,072 498,811
Repayment of Bank Loans (4,722) - (178,281) (1,984,442) (1,806,161) -
Net Financing Cash Flows 2,179,391 2,307,971 7,883 (1,617,397) 726,015 2,672,152
Net increase in cash 125,781 31,377 52,103 6,918 152,900 114,000

Cash at beginning of the year (88,860) - 36,921 31,377 89,024 38,295
Cash at end of the year 36,921 31,377 89,024 38,295 241,924 152,295

40
NOTES TO THE FINANCIAL STATEMENTS
1. FIXED ASSETS
The Groups fixed assets comprise the following:
31 December
2005 2005 2006 2006 2007 2007

N000 N000 N000 N000 N000 N000
Cost
Land 7,910 7,910 7,910 7,910 8,210 8,210
Office Partitioning 4,999 4,999 1,912 1,912 1,912 1,912
Motor Vehicles 12,342 1,830 19,987 9,474 17,075 9,474
Office Equipment 3,951 3,951 5,039 5,039 5,431 5,431
Furniture and Fittings 2,754 2,754 4,467 4,467 4,467 4,467
Plant and Machinery 2,180,264 1,794 2,192,187 2,280 2,212,653 22,744
Construction WIP 71,561 71,561 418,049 418,049 844,991 844,991
2,283,781 94,799 2,649,551 449,131 3,094,739 897,229
Depreciation
Land - - - - - -
Office Partitioning 721 721 96 96 287 287
Motor Vehicles 11,332 1,225 12,969 2,447 7,938 4,342
Plant and Machinery 250,806 1,784 407,653 1,964 564,300 2,356
Construction WIP - - - - - -
266,561 7,432 425,560 9,349 578,330 12,790
Net Book Values

Land 7,910 7,910 7,910 7,910 8,210 8,210
Office Partitioning 4,278 4,278 1,816 1,816 1,625 1,625
Motor Vehicles 1,010 605 7,018 7,027 9,137 5,132
Plant and Machinery 1,929,458 10 1,784,534 316 1,648,353 20,388
Construction WIP 71,561 71,561 418,049 418,049 844,991 844,991
2,017,220 87,367 2,223,991 439,782 2,516,409 884,439
Construction work-in-progress comprises the costs of the ongoing development of three independent power plants.

2. Investments
Investments comprise:
31 December
2005 2005 2006 2006 2007 2007

N000 N000 N000 N000 N000 N000
Ewekoro Power Limited 1,982,370 1,994,870 - - - 1,563,647

Ikorodu Power Limited - - - - 608,904 608,904
Combustion Energy & Steel
Specialist Limited - - 2,629 2,629 2,629 2,629
1,982,370 1,994,870 2,629 2,629 611,533 2,175,180
3. Debtors and Prepayments
The debtors and prepayment balances are made up of the following:

31 December
2005 2005 2006 2006 2007 2007
N000 N000 N000 N000 N000 N000
Trade Debtors 152,398 4,604 154,584 38,919 146,117 7,559

Prepayments (Rent) 429 429 - - 6,608 6,608
Staff Debtors 422 182 - - - -
Other Debit Balances 67,983 67,983 55,905 55,905 37,927 37,927
Witholding Tax Receivable 77 - - - - -
221,309 73,198 210,489 94,824 190,652 52,094
4. Amounts due from Associated Companies
The following amounts were due from associated companies
31 December
2005 2005 2006 2006 2007 2007

N000 N000 N000 N000 N000 N000
NEPCON 3,797 3,797 14,379 14,379 45,778 45,778

WALES - - - - 1,500 1,500
Negris Limited - - - - 34,329 -
Negris CTCs 30 30 29,139 - -
Ewekoro Power Limited - - - - - 47,895
3,827 3,827 43,518 14,379 81,607 95,173

42
5. Cash and Bank Balances
The cash and bank balances comprise the following:

31 December
2005 2006 2007
GROUP COMPANY GROUP COMPANY GROUP COMPANY
N000 N000 N000 N000 N000 N000
Cash 106 56 253 184 338 330

Bank Balances 36,815 31,321 58,771 28,111 133,566 126,736
Short Term Deposit - - 30,000 10,000 108,020 25,229
36,921 31,377 89,024 38,295 241,924 152,295
6. Trade & Other Creditors
The trade & other creditors balances are as follows:

31 December
2005 2006 2007
N000 N000 N000 N000 N000 N000
Trade Creditors & Accruals 39,567 14 135,537 14 94,365 465

GRN Provisions a/c 48 2,233 12,334 12,334 - -
Rolls Royce 2,187,637 - - - - -
VAT Payable 34,251 - 12,929 - 6,098 1,024
Other Creditors 6,169 6,169 8,733 6,169 15,946 15,946
2,267,672 8,416 169,533 18,517 116,409 17,435
7. Borrowings
Borrowings comprise the following:

31 December
2005 2006 2007
N000 N000 N000 N000 N000 N000
Term Loan SCB 1,984,442 1,984,442 1,806,161 - - -

Term Loan Zenith - - 367,908 367,908 578,045 578,045
1,984,442 1,984,442 2,174,069 367,908 578,045 578,045

43
8. Share Capital 31 December
2005 2006 2007

N000 N000 N000
Authorised
Ordinary Shares of N1.00 each 200,000 200,000 5,000,000
Issued and Fully Paid:

Ordinary Shares of N1.00 each 26,000 51,000 2,499,958
The increase in the Companys issued and fully paid share capital was effected in April 2008; a resolution
for the increase had however been passed by the Companys Board of Directors in November 2007. The
increase in the paid-up capital was achieved via a conversion of the existing deposit for shares.
9. Deposit for Shares
Deposit for shares represents the value of various expenses incurred and borne by Negris Holdings Limited
on behalf of the Company. The balance has been converted to share capital.

44
10.0 STATUTORY AND GENERAL INFORMATION
10.1 Incorporation and Share Capital History
Energy Company Nigeria Limited was incorporated in 1999, but commenced trading in 2005, as a private
limited liability Company with an authorised share capital of N200,000,000 divided into 200,000,000 ordinary
shares of N1.00 each and an issued and paid-up share capital of N26,000,000 divided into 26,000,000 Ordinary
shares of N1 each.
As at April 14, 2008, the Company had an authorized share capital of N5,000,000,000 and a paid-up capital of
N2,575,000,000. The initial share capital at incorporation and subsequent changes thereon are summarised below:
Year Authorised (N) Issued (N) Consideration

Increase Cumulative Increase Cumulative
2005 200,000,000 200,000,000 26,000,000 26,000,000 Cash
2006 - 200,000,000 25,000,000 51,000,000 Cash
2007 4,800,000,000 5,000,000,000 2,524,000,000 2,575,000,000 Cash
The authorized share capital of the Company is now N5,000,000,000 divided into 10,000,000,000 ordinary
shares of 50kobo each following the ordinary resolution of members to subdivide the Ordinary Shares from
N1.00 each to 50 kobo each.
10.2 Shareholding Structure
As at May 8, 2008, the issued ordinary share capital of the Company was N2,575,000,000 divided into
5,150,000,000 ordinary shares of N1.00 each and were beneficially held as follows:
Shareholders No of Ordinary Shares held Percentage holding
NEGRIS LIMITED 100,000,000 1.94%

Engr. (Dr.) Abidoye Ayoola 2,000,000 0.04%
NEGRIS HOLDINGS LIMITED 5,048,000,000 98.02%
5,150,000,000 100
10.3 Directors Beneficial Interest
The direct and indirect interests of the Directors of ENCON in the issued share capital of the Company as
recorded in the register of members as at May 8, 2008, were as follows:
s/n Names of Directors Direct Holdings Indirect Holdings Total %

1 Engr. (Dr.) Abidoye Ayoola 2,000,000 5,148,000,000 5,150,000,000 100
2 Alhaji Musa Ojeifo - - - -
3 Chief Gilbert Temisan Grant - - - -
4 Engr. Theophilus I. Oji - - - -
5 Maj. Gen. Yunana Nom (rtd) - - - -
6 Mr. Wole Ayoola - - - -

45
STATUTORY AND GENERAL INFORMATION (Cont.d)
10.4 Subsidiaries and Associated Companies as at date of Memorandum
NEGRIS HOLDINGS LIMITED

LIMITED
EWEKORO POWER IKORODU INDUSTRIAL ILUPEJU POWER UNIPOWER

LIMITED POWER LIMITED LIMITED AGBARA LIMITED
10.5 Extracts from the Memorandum and person entitled to any share or debenture or any
Articles of Association of ENCON interest in any share or debenture is of unsound
mind or otherwise under any disability, and by
SHARES reason thereof the share, debenture or interest is
vested in an Administrator, Curator or other
4. The unallotted shares shall be at the disposal of person on behalf of the person entitled thereto,
the Directors and they may allot or otherwise then in relation to the share, debenture or
dispose of them on such terms and conditions interest the person in whom it is so vested and
complying with applicable law as they think the person entitled thereto shall be treated for
proper. the purpose of these Articles as if they were the
same person.
CALLS ON SHARES
9. Subject to such of the restrictions of these
5 The Directors may from time to time make calls Articles as may be applicable, any member may
upon members in respect of any moneys unpaid transfer all or any of his shares by instrument in
on their shares (whether on account of the writing in any usual or common form or any other
nominal value of the shares or by way of form which the Directors may approve.
premium) and not by the conditions of allotment 10. The Directors may in their absolute discretion and
thereof made payable at fixed times , provided without assigning any reasons decline to register
that no calls shall be payable at less than one a transfer for shares (whether fully paid or not).
month from the day fixed for the payment of the
last preceding calls and each member shall 11. The Directors may also decline to recognize any
(subject to receiving at least fourteen days notice instrument of transfer unless:
specifying the time or times and place of (a) A fee of 50kobo or such sum as the
payment) pay to the Company at the time or Directors may from time to time require
times and place so specified the amount called on is paid to the company in respect
his shares. A call may be revoked or postponed thereof;
as the Directors may determine.
(b) The instrument of transfer is
TRANSFER OF SHARES accompanied by the certificate of the
shares to which it relates and such other
7. No transfer of any shares in the capital of the evidence as the Directors may personally
company to any person shall be made or require to show the right of the transfer;
registered without the previous sanctions of the and,
Directors who may, without assigning any reason
decline to give such sanction, and shall so decline (c) The instrument of transfer is in respect
in the case of any transfer the registration of of only one class of share.
which would involve a contravention of Article 2.
12. If the Directors refuse to register a transfer, they
8. The instrument of transfer of any share shall be shall, within two months after the date on which
executed by or on behalf of the transferee and the transfer was lodged with the company, send
transferor, and the transferor shall be deemed to the transferee notice of the refusal.
remain a holder of the share until the name of
the transferee is entered in the register of
members in respect thereof except that where a

an employee of the company on such terms as

14. The company shall be entitled to charge a fee not the Directors may decide and such preference
exceeding 50kobo on the registration of every shares shall be redeemed at the date of
probate, letters of administration, certificate of retirement or termination or dismissal or end of
death or marriage, power of attorney, notice in service in any other manner, of the employee or
lieu of or other instruments. at any other date as Directors may decide from
time to time.
15. Redeemable preference shares may be issued to
PROCEEDINGS AT GENERAL MEETINGS of attorney or other authority if any, under which

it is signed or a notarially certified copy of that
19. No business shall be transacted at any General power or authority shall be deposited at the office
Meeting unless a quorum of members is present or at such other place within Nigeria as may be
at the time the meeting proceeds to business. specified for that purpose in the notice convening
Save as otherwise provided, members present in the meeting not less than 48 hours before the
person or by proxy representing the owners at time for holding the meeting or adjourned
least twenty percent of the common equity meeting, at which the person named in the
capital of the company shall be a quorum. instrument proposed to vote, or in the case of a
poll, not less than 48 hours before the time
RESOLUTION IN WRITING appointed for taking of the poll, and in default
the instrument of proxy shall not be treated as
20. Subject to the provisions of the Decree, a valid.
resolution in writing signed by all the members
for the time being entitled to receive notice of DIVIDENDS AND RESERVE
and to attend and vote at the General Meetings
(or being corporations by their duly authorised 46. The Company in general meeting may declare
representatives) shall be as valid and effective as dividends, but no dividend shall exceed the
if the same had been passed at a General amount recommended by the Directors.
Meeting duly convened and held.
47. The Directors may from time to time pay to the
VOTES OF MEMBERS members such interim dividends as appear to the
Directors to be justified by the profits of the
21. Subject to any rights or restrictions for the time company.
being attached to any class or classes of shares,
on a show of hands every member present in 48. No dividend shall be paid otherwise than out of
person or by proxy shall have one vote, and on a profits.
poll every member shall have one vote for each
share of which he is the holder. 49. The Directors may, before recommending any
dividend, set aside out of the profits of the
22. No member shall be entitled to vote at any company such sums as they think proper as
general meeting unless all calls or other sums reserves which shall, at the discretion of the
presently payable by him in respect of shares in Directors, be applicable for any purpose to which
the company have been paid. the profits of the company may be properly
applied, and pending such application may at the
23. On a poll votes may be given either personally or like discretion, either be employed in the business
by proxy. of the company or be invested in investments,
(other than shares of the company) as Directors
24. The instrument appointing a proxy shall be in may from time to time think fit. The Directors
writing under the hand of the appointor or his may also without placing the same to reserve
attorney duly authorised in writing, or, if the carry forward any profit which they may think
appointor is a corporation, either under seal, or prudent not to distribute.
under the hand of an officer or attorney duly
authorised. A proxy need not be a member of 50. No dividend shall bear interest against the
the company. company.
25. The instrument appointing a proxy and the power

47
51. The Directors shall cause proper books of account disclosed the Directors of the Company are not
to be kept with respect to: aware of any pending and, or, threatened
litigation which may be material for the
(a) All sums of money received and Placement.
expended by the company and the
matters in respect of which the receipt 10.7 Indebtedness:
and expenditure takes place;
As at May 14, 2008, the Company had no
(b) All sales and purchase of goods by the outstanding debentures, mortgages, charges or
company; and similar indebtedness other than in the ordinary
course of business.
(c) The assets and liabilities of the company.
10.8 Costs and Expenses
52. Proper books shall not be deemed to be kept if
there are not such books of account as are The costs, charges and expenses of and
necessary to give a true and fair view of the state incidental to the Placement including fees payable
of the companys affairs and to explain its to the professional parties fees, brokerage
transactions. commission and printing expenses are estimated
at N600 million or 1% of the gross Placement
53. The books of account shall be kept at the office proceeds and are payable by the Company and
or, at such other place or places as the Directors deductible from the monies raised by the
think fit, and shall always be opened to the Company.
inspection of the Directors. 10.9 Declarations
54. The Directors shall from time to time determine Except as otherwise disclosed in this
whether and to what extent and at what times Memorandum:
and places and under what conditions or
regulations the accounts and books of the i. No share of ENCON is under option or
company or any of them shall be opened to the agreed conditionally or unconditionally to
inspection of members not being Directors, and be put under put option;
no member (not being a Director) shall have any ii. No commissions, discounts, brokerages
right of inspecting any account or book or or other special terms have been granted
document of the company except as conferred by by ENCON to any person in connection
statute or authorized by the Directors or by the with the Placement or sale of any share
company in general meeting. of the Company;
iii. Save as disclosed herein, the directors of
55. The Directors shall from time to time, in ENCON have not been informed of any
accordance with Sections 334, 335 and 342 of the holding representing 5% or more of the
Decree cause to be prepared and to be laid issued share capital of the Company;
before the company in general meeting such
profit and loss accounts, balance sheets, group iv. There are no founders, management or
accounts (if any) and reports as are referred to in defered shares or any options
those Sections. outstanding in ENCON;
v. There are no material service
AUDIT agreements between ENCON or any of
its Directors and employees other than in
56. Auditors shall be appointed and their duties the ordinary course of business;
regulated in accordance with the provisions of the vi. There are no long term service
Decree, or any alteration thereto for the time agreements between ENCON and any of
being in force. its Directors and employees other than in
the ordinary course of business; and,
10.6 Claims and Litigation vii. No Director of the Company has had any
interest, direct or indirect, in any
There are no pending cases involving the property purchased or proposed to be
Company. In the opinion of the Solicitors to the acquired by the Company in the five
Placement, there are no pending cases involving years prior to the date of this
the Company, which may adversely affect the Memorandum;
Company and or the Placement. Save as

48
It is further declared that to the best of business practice or activity.

knowledge of Directors of ENCON , as at 14th
May, 2008, that none of 10.10 Material Contracts
its Shareholders, Directors and key management
personnel has been involved in any of the The following contracts have been entered into
following (whether in or outside Nigeria): and may be material to this Offer:
A Vending Agreement dated May 14,
i. A petition under any bankruptcy or
2008 under the terms of which the
insolvency laws filed (and not stuck out)
Issuing House has agreed to offer
against such person or any partnership
3,333,333,334 Ordinary Shares of
in which he was a partner or a Company
50kobo each at N18.00 per share in
of which he was a Director or key
ENCON .
personnel;
ii. A conviction in a criminal proceeding or
Other than as stated above, the Company has
is named subject of pending criminal
not entered into any material contracts except in
proceedings relating to fraud or
the ordinary course of business.
dishonesty; and,
iii. The subject of any order, judgement or
ruling of any court of competent 10.11 Relationship between the Issuer,
jurisdiction or regulatory Issuing House/other Advisers
iv. body relating to fraud or dishonesty,
restraining him from acting as an As at the date of this Memorandum, there is no
investment adviser, dealer in securities, relationship between ENCON and its Advisers
director or employee of a financial except in the ordinary course of business.
institution and engaging any type of
10.12 Consents
The following have given and have not withdrawn their consents to the issue of this Private Placement
Memorandum and to have their names mentioned in the form and context in which they appear therein:
Directors of the Company: Engr. (Dr.) Abidoye Ayoola

Alhaji Musa Ojeifo
Chief Gilbert Temisan Grant
Engr. Theophilus I. Oji
Maj. Gen. Yunana Nom (Rtd)
Mr. Wole Ayoola
Company Secretary: Mr. Tunde Adesina
Issuing House: Meristem Securities Limited

Placement Agents: Bancass Capital Management Ltd
Calyx Securities Limited
Clearview Investments Co. Limited
Cordros Capital Limited
Cowry Asset Management Limited
Crownwealth Assets Management Limited
CSL Stockbrokers Limited
Dynamic Portfolio Limited
Equity Capital Solutions Limited
Forte Asset Management Limited
Peninsula Asset Management & Investment Co. Limited
Reward Investments & Services Limited
Standard Alliance Money Limited
Unex Securities & Investment Limited.

Auditors: BDO Oyediran Faleye Oke
Reporting Accountants: KPMG Professional Services
Solicitors to the Placement: G. Elias & Co
Registrars to the Placement: Meristem Registrars Limited
Receiving Bankers: Bank PHB Plc

First Bank Nigeria Plc
First City Monument Bank Plc
Standard Chartered Bank Ltd
Zenith Bank Plc
10.13 Documents Available for Inspection
Copies of the following documents may be inspected at the office of Meristem Securities Limited, 124,
Norman Williams Street, South West Ikoyi, Lagos during normal business hours on any weekday (except
public holidays), throughout the duration of the Private Placement.
(a) The written Consents referred to above.
(b) Certificate of Incorporation of the Company.
(c) Memorandum and Articles of Association of the Company.
(d) The Information Memorandum issued in respect of the Private Placement.
(e) Shareholders Resolution dated 27 March 2008, authorising the Private Placement.
(f) Board Resolution dated 27 March 2008, recommending the Private Placement.
(g) The Certificate of registration of increase in share capital.
(h) The audited financial statements of the Company for each of the three years ended 31
December, 2007.
(i) The Report of KPMG Professional Services, Reporting Accountants, on the audited accounts of the
Company for each of the three years ended, December 2007.
(j) The Memorandum of KPMG Professional Services, Reporting Accountants, on the Profit Forecast of the
Company for each of the five years ending, December 2008, 2009, 2010, 2011 and 2012.
(k) The Material Contracts referred to above.
(l) All relevant licenses to generate and distribute electricity.

50
1.0 PROCEDURES FOR APPLICATION AND ALLOTMENT
Applications must be made through Energy Company Nigeria Limited and Meristem Securities Limited.
Please adhere to the following instructions as applications which do not comply will be rejected:
(i) An application must be made on the Official Application Form.
(ii) Subscriptions for the shares will commence from Wednesday, 14 May 2008 to Wednesday 04 June
2008. Applications must be made for a minimum of 100,000 shares and 10,000 shares thereafter. The
number of shares for which application is made and the full payment due in respect thereof by cheque
or bank draft should be entered in the boxes provided.
(iii) Every applicant or joint applicants (as may be applicable) must write his or her full names, address and
occupation on the Application Form. An application by a corporation must bear its seal and completed
under the hand(s) of a duly authorised official(s) who should state his (their) designation(s).
(iv) Each applicant should forward his/her Application Form with the cheque, certified cheque, bank draft
or evidence of money transfer for the full amount of the purchase price to Meristem Securities
Limited, 124 Norman Williams Street, Ikoyi, Lagos. All cheques must be crossed and marked ENCON
Placement and made payable to Meristem Securities Limited. All cheques and drafts will be
presented upon receipt and all applications in respect of which cheques are returned unpaid will be
rejected.
(v) An application from a pension or provident fund must be in the name of each individual trustee unless
the trustee is a limited liability Company.
11.1 Allotment
Energy Company Nigeria Limited reserves the right to reject any application. All irregular
applications will be rejected.
11.2 Application Monies
The Issuing House will retain all application monies in a separate bank account pending the allotment of the
shares. If any application is not accepted, or is accepted for fewer shares than the number applied for, the
full amount or the balance of the amount paid (as the case may be) will be returned by registered mail at
the applicants risk within one week of allotment.

51
12.0 ADDRESSES OF ISSUING HOUSE AND PLACEMENT AGENTS
1. Meristem Securities Limited 10. Equity Capital Solutions Limited

124, Norman Williams Street 2, Davies Street, Marina
South West Lagos.
Ikoyi
Lagos.
11. Forte Asset Management Limited
58/60, Broad Street
2. Bancass Capital Management Ltd By Kakawa Street
4th Floor, Lindev Plaza Lagos.
Off Bishop, Oluwole Street
Victoria Island, Lagos
12. Penisula Asset Management & Investment Co.
3. Calyx Securities Limited Limited
Stock Exchange House (16th Floor) Radmed House (2nd Floor)
2/4 Customs Street 1E, Ligali Ayorinde Street
Lagos. Victoria Island
Lagos.
4. Clearview Investments Co. Limited 13. Reward Investments & Services Limited
NCR Building (6th Floor) New Africa House (10th Floor)
6, Broad Street 31, Marina
Marina Lagos.
Lagos.
14. Standard Alliance Money Limited
9, Younis Bashorun Stree
5. Cordros Capital Limited Off Ajose Adeogun Street
16, Amodu Ojikutu Street Victoria Island
Off Bishop Oluwole Street Lagos.
Victoria Island
Lagos. 15. Unex Securities & Investment Limited
3, Biaduo Street
Off Keffi Street
6. Cowry Asset Management Limited South-West Ikoyi
Plot 1319, Karimu Kotun Street Lagos.
Victoria Island
Lagos.
7. Crownwealth Assets Management Limited

Safe Trust Centre,
18, Keffi Street
South-West Ikoyi
Lagos.
8. CSL Stockbrokers Limited

Primrose Tower
17A, Tinubu Street
Lagos.
9. Dynamic Portfolio Limited

Dynamic House, Penthouse and 2nd Floor
20, Campbell Street
Lagos.

52
Application
ApplicationList
Application ListOpens
Closes: Application List Closes:
Application List Opens:
List Opens:
Thursday Wednesday
Wednesday
Xxxxxxday RC 501757
27th September,
Thursday 2008
Xxxth July,14,
6thMay
2007
2008
September, 2007 ENERGY COMPANY NIGERIA LIMITED June 04, 2008
Private Placement
of
3,333,333,334 Ordinary Shares of 50 kobo each at N18.00 per share
Payable in full on Application
Issuing House:
Important Notice: Application must be made in accordance with the instructions set out on the back of this Application Form. If you are in doubt as to the action to take, please consult your Financial adviser,
stockbroker, solicitor, accountant, tax consultant, bank manager or any other professional adviser for guidance. Care must be taken to follow these instructions as applications that do not comply with the instructions will be
rejected.
DECLARATION
o I am/We are 18 years of age or over. I/We authorise you to send a Share Certificate and/or a cheque for any amount overpaid, by registered post to the
o I/We attach the amount payable in full on application for the above number address given below and to procure registration in my/our name as the holder(s) of such number of Shares or such
of Shares indicated in Energy Company Nigeria Limited at =N 18.00 per share. smaller number, as aforesaid
I/We agree to accept the same or any smaller number of Shares in respect of which allotment I/We hereby declare that I/We have read a copy of the Placement Memorandum dated May 13, 2008 issued by the
may be made upon the terms of the Placement Memorandum dated May 14, 2008 and subject Issuing House on behalf of Energy Company Nigeria Limited.
to the provisions of the Memorandum and Articles of Energy Company Nigeria Limited.
GUIDE TO APPLICATION
Number of Shares applied for Amount Payable
50,000 Minimum N900,000.00 Date Control No. (REGISTRARS USE ONLY)
Subsequent multiples of 10,000 N180,000.00
/ / 2 0 0 8
Number of Units Applied for: Value of Shares applied for/Amount Paid:
N
PLEASE COMPLETE IN BLOCK LETTERS AND IN BLACK INK
1. INDIVIDUAL / CORPORATE APPLICANT
Title: MR. MRS. MISS DR.
OTHERS
Surname / Company Name
Other Names (for Individual Applicants only
Full Postal Address
City State
Daytime Telephone Number Mobile (GSM) Telephone Number
E-mail Address
Next of Kin
2. JOINT APPLICANT Title: MR. MRS. MISS DR. OTHERS

Surname ----------------------------------------------
Other Names
Name of Bank/Branch ...Account Number..
Company Seal/Incorporation Number (Corporate Applicants)

____________________ ________________
Signature or Thumbprint Signature or Thumbprint
Stamp of Receiving Agent PLEASE TURN OVER

INSTRUCTION FOR COMPLETING THE APPLICATION FORM
Applications should be made only on the Application Form or photocopy, downloaded or scanned copy of the
Application Form.
Applications must not be for less than the minimum number of shares stated on the Application
Form. Applications for more than the minimum number of shares must be in the multiples stated on the Application
Form. The number of Ordinary Shares for which an application is made and the amount of the cheque or bank draft
attached should be entered in the boxes provided.
The application Form when completed should be lodged with any of the Placement Agents listed on Pages 45 - 46.
Applications must be accompanied by a cheque or bank draft made payable to the Placement Agents to whom the
application is submitted, for the full amount payable on application. The cheque or draft must be drawn on a bank in
the same town or city in which the Placement Agents is located and crossed ENCON PLACEMENT with the name,
address and daytime telephone number of the applicant written on the back. All bank commissions and transfer
charges must be prepaid by the applicant. All cheques and drafts will be presented upon receipt and all applications in
respect of which cheques are returned unpaid will be rejected and returned through the post.
The applicant should make only one application, whether in his own name or in the name of a nominee. Multiple or
suspected multiple applications will be rejected.
Joint applicants must all sign the Application Form.
An application from a group of individuals should be made in the names of those individuals with no mention of the
name of the group. An application by a firm which is not registered under the Companies and Allied Matters Act 2007
should be made either in the name of the proprietor or in the names of the individual partners. In neither case should
the name of the firm be mentioned.
An application from a corporate body must bear the corporate bodys seal and be completed under the hand of a duly
authorized official.
An application by an illiterate should bear his right thumbprint on the Application Form and be witnessed by an official
of the Bank or stockbroker where the application is lodged who must first have explained the meaning and effect of the
Application Form to the illiterate in his own language. Above the thumb print of the illiterate, the witness must record in
writing that he has given this explanation to the illiterate in a language understandable to him and that the illiterate
appeared to have understood same before affixing his thumb impression.
The applicant should not print his signature. If he is unable to sign in the normal manner, he should be treated for
the purpose of this Offer as an illiterate and his right thumbprint should be clearly impressed on the Application Form.
APPLICATION FORM

54

ENCON Private Placement

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

ENCON Private Placement

Uploaded by

Copyright:

Available Formats

IMPORTANT NOTICE

ENERGY COMPANY NIGERIA LIMITED.

N18.00 per share

APPLICATION LIST OPENS MAY 14, 2008